THE ROCKLAND FUNDS TRUST
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (the "Agreement") is
made as of the _____ day of October, 1996 by and
among The Rockland Funds Trust (the "Fund"), a
Delaware business trust, Greenville Capital Management
(the "Adviser"), a Delaware corporation, and
AmeriPrime Financial Securities, Inc. (the
"Distributor"), a Texas corporation.
WITNESSETH THAT:
WHEREAS, the Fund is registered as an open-end
management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act") and
has registered its shares of common stock (the
"Shares") under the Securities Act of 1933, as
amended (the "1933 Act") in one or more distinct
series of Shares, and classes thereof (each class is
hereinafter referred to as a "Portfolio");
WHEREAS, the Adviser has been appointed investment
adviser to the Fund;
WHEREAS, the Distributor is a broker-dealer
registered with the U.S. Securities and Exchange
Commission (the "SEC") and a member in good standing of
the National Association of Securities Dealers, Inc.
(the "NASD");
WHEREAS, the Fund has adopted a plan of
distribution (the "Distribution Plan") pursuant to
Rule 12b-1 under the 1940 Act relating to the payment
by the Fund of distribution expenses; and
WHEREAS, the Fund, the Adviser and the
Distributor desire to enter into this Agreement
pursuant to which the Distributor will provide
distribution services to the Portfolios of the Fund
identified on Schedule A, as may be amended from time
to time, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the
premises and mutual covenants contained in this
Agreement, the Fund, the Adviser and the
Distributor, intending to be legally bound hereby,
agree as follows:
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby
appoints the Distributor as its exclusive agent for
the distribution of the Shares, and the Distributor
hereby accepts such appointment under the terms of
this Agreement. The Fund shall not sell any Shares
to any person except to fill orders for the Shares
received through the Distributor; provided,
however, that the foregoing exclusive right shall
not apply: (i) to Shares issued or sold in connection
with the merger or consolidation of any other
investment company with the Fund or the acquisition by
purchase or otherwise of all or substantially all of
the assets of any investment company or substantially
all of the outstanding shares of any such company by
the Fund; (ii) to Shares which may be offered by the
Fund to its shareholders for reinvestment of cash
distributed from capital gains or net investment
income of the Fund; (iii) to Shares which may be
issued to shareholders of other funds who exercise any
exchange privilege set forth in the Fund's Prospectus;
or (iv) to Shares which may be sold to persons
purchasing such Shares directly from the Fund or the
Fund's Transfer Agent. Notwithstanding any other
provision hereof, the Fund may terminate, suspend, or
withdraw the offering of the Shares whenever, in its
sole discretion, it deems such action to be
desirable, and the Distributor shall process no
further orders for Shares after it receives
notice of such termination, suspension or
withdrawal.
2. FUND DOCUMENTS. The Fund has provided the
Distributor with properly certified or authenticated
copies of the following Fund related documents in
effect on the date hereof: the Fund's organizational
documents, including the Trust Instrument and By-Laws;
the Fund's Registration Statement on Form N-1A,
including all exhibits thereto; the Fund's most current
Prospectus and Statement of Additional Information;
and resolutions of the Fund's Board of Trustees
authorizing the appointment of the Distributor and
approving this Agreement. The Fund shall promptly
provide to the Distributor copies, properly
certified or authenticated, of all amendments or
supplements to the foregoing. The Fund shall provide to
the Distributor copies of all other information which
the Distributor may reasonably request for use in
connection with the distribution of Shares,
including, but not limited to, a certified copy of
all financial statements prepared for the Fund by its
independent public accountants. The Fund shall also
supply the Distributor with such number of copies of
the current Prospectus, Statement of Additional
Information and shareholder reports as the Distributor
shall reasonably request.
3. DISTRIBUTION SERVICES. The Distributor shall
sell and repurchase Shares as set forth below, subject
to the registration requirements of the 1933 Act and
the rules and regulations thereunder, and the laws
governing the sale of securities in the various states
("Blue Sky Laws"):
a. The Distributor, as agent for the Fund,
shall sell Shares to the public against orders therefor
at the public offering price, which shall be the net
asset value of the Shares then in effect plus any
applicable sales loads.
b. The net asset value of the Shares shall be
determined in the manner provided in the then current
Prospectus and Statement of Additional Information.
The net asset value of the Shares shall be calculated
by the Fund or by another entity on behalf of the Fund.
The Distributor shall have no duty to inquire into or
liability for the accuracy of the net asset value
per Share as calculated.
c. Upon receipt of purchase instructions,
the Distributor shall transmit such instructions
to the Fund or its transfer agent for
registration of the Shares purchased.
d. The Distributor, in light of Fund
policies, procedures and disclosure documents,
shall also have the right to take, as agent for the
Fund, all actions which, in the Distributor's
judgment, are necessary to effect the distribution of
Shares.
e. Nothing in this Agreement shall prevent
the Distributor or any "affiliated person" from
buying, selling or trading any securities for its or
their own account or for the accounts of others for
whom it or they may be acting; provided, however, that
the Distributor expressly agrees that it shall not for
its own account purchase any Shares of the Fund
except for investment purposes and that it shall not
for its own account sell any such Shares except for
redemption of such Shares by the Fund, and that it
shall not undertake activities which, in its judgment,
would adversely affect the performance of its
obligations to the Fund under this Agreement.
f. The Distributor, as agent for the Fund,
shall repurchase Shares at such prices and upon such
terms and conditions as shall be specified in the
Prospectus.
4. DISTRIBUTION SUPPORT SERVICES. In addition to
the sale and repurchase of Shares, the Distributor
shall perform the distribution support services set
forth on Schedule B attached hereto, as may be
amended from time to time.
5. REASONABLE EFFORTS. The Distributor shall use
all reasonable efforts in connection with the
distribution of Shares. The Distributor shall have
no obligation to sell any specific number of Shares
and shall only sell Shares against orders received
therefor. The Fund shall retain the right to refuse at
any time to sell any of its Shares for any reason
deemed adequate by it.
6. COMPLIANCE. In furtherance of the distribution
services being provided hereunder, the Distributor
and the Fund agree as follows:
a. The Distributor shall comply with
the Rules of Fair Practice of the NASD and the
securities laws of any jurisdiction in which it
sells, directly or indirectly, Shares.
b. The Distributor shall require
each dealer with whom the Distributor has a selling
agreement to conform to the applicable provisions of
the Fund's most current Prospectus and Statement of
Additional Information, with respect to the public
offering price of the Shares.
c. The Fund agrees to furnish to the
Distributor sufficient copies of any agreements,
plans, communications with the public or other
materials it intends to use in connection with any
sales of Shares in a timely manner in order to allow
the Distributor to review, approve and file such
materials with the appropriate regulatory
authorities and obtain clearance for use. The Fund
agrees not to use any such materials until so filed
and cleared for use by appropriate authorities and the
Distributor.
d. The Distributor, at its own expense,
shall qualify as a broker or dealer, or otherwise,
under all applicable Federal or state laws required
to permit the sale of Shares in such states as
shall be mutually agreed upon by the parties;
provided, however that the Distributor shall have no
obligation to register as a broker or dealer under the
Blue Sky Laws of any jurisdiction if it determines
that registering or maintaining registration in such
jurisdiction would be uneconomical.
e. The Distributor shall not, in
connection with any sale or solicitation of a sale of
the Shares, or make or authorize any representative,
service organization, broker or dealer to make, any
representations concerning the Shares except those
contained in the Fund's most current Prospectus
covering the Shares and in communications with
the public or sales materials approved by the
Distributor as information supplemental to such
Prospectus.
7. EXPENSES. Expenses shall be allocated as
follows:
a. The Fund shall bear the
following expenses: preparation, setting in type,
and printing of sufficient copies of the Prospectus
and Statement of Additional Information for
distribution to existing shareholders; preparation
and printing of reports and other communications
to existing shareholders; distribution of copies of the
Prospectus, Statement of Additional Information
and all other communications to existing
shareholders; registration of the Shares under the
Federal securities laws; qualification of the
Shares for sale in the jurisdictions mutually agreed
upon by the Fund and the Distributor; transfer
agent/shareholder servicing agent services;
supplying information, prices and other data to be
furnished by the Fund under this Agreement; any
original issue taxes or transfer taxes applicable to
the sale or delivery of the Shares or certificates
therefor; and items covered by the Distribution Plan.
b. To the extent not covered by the
Distribution Plan, the Adviser shall pay all
other expenses incident to the sale and
distribution of the Shares sold hereunder,
including, without limitation: printing and
distributing copies of the Prospectus, Statement of
Additional Information and reports prepared for use
in connection with the offering of Shares for
sale to the public; advertising in connection with
such offering, including public relations services,
sales presentations, media charges, preparation,
printing and mailing of advertising and sales
literature; filing fees required by regulatory
authorities for sales literature and advertising
materials; any additional out-of-pocket expenses
incurred in connection with the foregoing and any other
costs of distribution.
8. COMPENSATION. For the distribution and
distribution support services provided by the
Distributor pursuant to the terms of the Agreement,
the Fund shall, pursuant to the Distribution
Plan, pay to the Distributor the compensation set
forth in Schedule A attached hereto, which schedule
may be amended from time to time. In addition, the
Distributor may retain any portion of any sales load
which is imposed on the sale of Shares and not
reallocated by the Distributor to a dealer, as set
forth in the Prospectus and subject to applicable NASD
rules, and offset the amount payable to the Distributor
pursuant to Schedule A against any amounts so retained.
To the extent not covered by the Distribution Plan or
offset by the retention of sales loads, the Adviser
shall pay to Distributor the compensation set forth
in Schedule A and shall also reimburse the Distributor
for its out-of-pocket expenses related to the
performance of its duties hereunder, including,
without limitation, telecommunications charges,
postage and delivery charges, record retention
costs, reproduction charges and traveling and
lodging expenses incurred by officers and employees
of the Distributor. If this Agreement becomes
effective subsequent to the first day of the month or
terminates before the last day of the month, the Fund
shall pay to the Distributor a distribution fee
that is prorated for that part of the month in which
this Agreement is in effect. All rights of
compensation and reimbursement under this Agreement
for services performed by the Distributor as of the
termination date shall survive the termination of
this Agreement.
9. USE OF DISTRIBUTOR'S NAME. The Fund
shall not use the name of the Distributor or any of
its affiliates in the Prospectus, Statement of
Additional Information, sales literature or other
material relating to the Fund in a manner not approved
prior thereto in writing by the Distributor; provided,
however, that the Distributor shall approve all uses
of its and its affiliates' names that merely refer in
accurate terms to their appointments or that are
required by the Securities and Exchange Commission
(the "SEC") or any state securities commission; and
further provided, that in no event shall such
approval be unreasonably withheld.
10. USE OF FUND'S NAME. Neither the Distributor
nor any of its affiliates shall use the name of the
Fund or material relating to the Fund on any forms
(including any checks, bank drafts or bank
statements) for other than internal use in a manner not
approved prior thereto in writing by the Fund;
provided, however, that the Fund shall approve all
uses of its name that merely refer in accurate terms to
the appointment of the Distributor hereunder or
that are required by the SEC or any state securities
commission; and further provided, that in no event
shall such approval be unreasonably withheld.
11. LIABILITY OF DISTRIBUTOR. The duties of the
Distributor shall be limited to those expressly set
forth herein, and no implied duties, except the duty
to act in good faith, are assumed by or may be asserted
against the Distributor hereunder. The Distributor may,
in connection with this Agreement employ agents or
attorneys in fact, and shall not be liable for any
loss arising out of or in connection with its actions
under this Agreement, so long as it acts in good faith
and with due diligence, and is not negligent or
guilty of any willful misfeasance, bad faith or
gross negligence, or reckless disregard of its
obligations and duties under this Agreement. As used
in this Section 11 and in Section 12 (except the
second paragraph of Section 12), the term
"Distributor" shall include directors, officers,
employees and other agents of the Distributor.
12. INDEMNIFICATION OF DISTRIBUTOR. Any
director, officer, employee, shareholder or agent of
the Distributor who may be or become an officer,
Trustee, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting
on any business of the Fund (other than services or
business in connection with the Distributor's
duties hereunder), to be rendering such services to
or acting solely for the Fund and not as a director,
officer, employee, shareholder or agent of, or one
under the control or direction of, the Distributor,
even though receiving a salary from the Distributor.
The Fund agrees to indemnify and hold harmless
the Distributor, and each person, who controls the
Distributor within the meaning of Section 15 of the
1933 Act, or Section 20 of the Securities Exchange Act
of 1934, as amended ("1934 Act"), against any and all
liabilities, losses, damages, claims and expenses,
joint or several (including, without limitation,
reasonable attorneys' fees and disbursements and
investigation expenses incident thereto) to which
they, or any of them, may become subject under the
1933 Act, the 1934 Act, the 1940 Act or other Federal
or state laws or regulations, at common law or
otherwise, insofar as such liabilities, losses,
damages, claims and expenses (or actions, suits or
proceedings in respect thereof) arise out of or relate
to any untrue statement or alleged untrue statement
of a material fact contained in a Prospectus,
Statement of Additional Information, supplement
thereto, sales literature or other written information
prepared by the Fund and provided by the Fund to the
Distributor for the Distributor's use hereunder, or
arise out of or relate to any omission or alleged
omission to state therein a material fact required to
be stated therein or necessary to make the statements
therein not misleading. The Distributor (or any person
controlling the Distributor) shall not be entitled to
indemnity hereunder for any liabilities, losses,
damages, claims or expenses (or actions, suits or
proceedings in respect thereof) resulting from (i)
an untrue statement or omission or alleged untrue
statement or omission made in the Prospectus,
Statement of Additional Information, or supplement,
sales or other literature, in reliance upon and in
conformity with information furnished in writing to the
Fund by the Distributor specifically for use therein
or (ii) the Distributor's own willful misfeasance, bad
faith, gross negligence or reckless disregard of
its duties and obligations in the performance of
this Agreement.
The Distributor agrees to indemnify and hold
harmless the Fund, and each person who controls the
Fund within the meaning of Section 15 of the 1933 Act,
or Section 20 of the 1934 Act, against any and all
liabilities, losses, damages, claims and expenses,
joint or several (including, without limitation
reasonable attorneys' fees and disbursements and
investigation expenses incident thereto) to which
they, or any of them, may become subject under the
1933 Act, the 1934 Act, the 1940 Act or other
Federal or state laws, at common law or otherwise,
insofar as such liabilities, losses, damages, claims or
expenses arise out of or relate to any untrue
statement or alleged untrue statement of a material
fact contained in the Prospectus or Statement of
Additional Information or any supplement thereto,
sales literature or other written material, or arise
out of or relate to actions or oral representations of
Distributor's associated persons and to any omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, if based upon
information furnished in writing to the Fund by the
Distributor specifically for use therein.
A party seeking indemnification hereunder (the
"Indemnitee") shall give prompt written notice to
the party from whom indemnification is sought
("Indemnitor") of a written assertion or claim of any
threatened or pending legal proceeding which may be
subject to indemnity under this Section; provided,
however, that failure to notify the Indemnitor of
such written assertion or claim shall not relieve
the Indemnitor of any liability arising from this
Section. The Indemnitor shall be entitled, if it
so elects, to assume the defense of any suit brought
to enforce a claim subject to this Agreement and such
defense shall be conducted by counsel chosen by
the Indemnitor and satisfactory to the Indemnitee;
provided, however, that if the defendants include
both the Indemnitee and the Indemnitor, and the
Indemnitee shall have reasonably concluded that there
may be one or more legal defenses available to it
which are different from or additional to those
available to the Indemnitor ("conflict of interest"),
the Indemnitor shall not have the right to elect to
defend such claim on behalf of the Indemnitee, and the
Indemnitee shall have the right to select separate
counsel to defend such claim on behalf of the
Indemnitee. In the event that the Indemnitor elects to
assume the defense of any suit pursuant to the
preceding sentence and retains counsel satisfactory to
the Indemnitee, the Indemnitee shall bear the fees
and expenses of additional counsel retained by it
except for reasonable investigation costs which shall
be borne by the Indemnitor. If the Indemnitor (i)
does not elect to assume the defense of a claim, (ii)
elects to assume the defense of a claim but chooses
counsel that is not satisfactory to the Indemnitee
or (iii) has no right to assume the defense of a claim
because of a conflict of interest, the Indemnitor
shall advance or reimburse the Indemnitee, at the
election of the Indemnitee, reasonable fees and
disbursements of any counsel retained by
Indemnitee, including reasonable investigation costs.
13. ADVISER PERSONNEL. The Adviser agrees that
only its employees who are registered representatives
of the Distributor ("dual employees") or registered
representatives of another NASD member firm shall
offer or sell Shares of the Portfolios. The Adviser
further agrees that the activities of any such
employees as registered representatives of the
Distributor shall be limited to offering and selling
Shares. If there are dual employees, one employee of
the Adviser shall register as a principal of the
Distributor and assist the Distributor in monitoring
the marketing and sales activities of the dual
employees. The Adviser shall maintain errors and
omissions and fidelity bond insurance policies
providing reasonable coverage for its employees
activities and shall provide copies of such policies
to the Distributor. The Adviser shall indemnify and
hold harmless the Distributor against any and all
liabilities, losses, damages, claims and expenses
(including reasonable attorneys' fees and
disbursements and investigation costs incident
thereto) arising from or related to the Adviser's
employees' activities as registered representatives,
including, without limitation, any and all such
liabilities, losses, damages, claims and expenses
arising from or related to the breach by such
employees of any rules or regulations of the NASD or
SEC.
14. FORCE MAJEURE. The Distributor shall not
be liable for any delays or errors occurring by reason
of circumstances not reasonably foreseeable and
beyond its control, including, but not limited, to
acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe,
acts of God, insurrection, war, riot or failure of
communication or power supply. In the event of
equipment breakdowns which are beyond the reasonable
control of the Distributor and not primarily
attributable to the failure of the Distributor to
reasonably maintain or provide for the maintenance
of such equipment, the Distributor shall, at no
additional expense to the Fund, take reasonable steps
in good faith to minimize service interruptions, but
shall have no liability with respect thereto.
15. SCOPE OF DUTIES. The Distributor and the Fund
shall regularly consult with each other regarding the
Distributor's performance of its obligations and its
compensation under the foregoing provisions. In
connection therewith, the Fund shall submit to the
Distributor at a reasonable time prior to or at the
same time as filing with the SEC copies of any amended
or supplemented Registration Statement of the Fund
(including exhibits) under the 1940 Act and the
1933 Act, and at a reasonable time in advance of
their proposed use, copies of any amended or
supplemented forms relating to any plan, program or
service offered by the Fund. Any change in such
materials that would require any change in the
Distributor's obligations under the foregoing
provisions shall be subject to the Distributor's
approval. In the event that a change in such
documents or in the procedures contained therein
increases the cost or burden to the Distributor of
performing its obligations hereunder, the
Distributor shall be entitled to receive
reasonable compensation therefore.
16. DURATION. This Agreement shall become
effective as of the date first above written, and
shall continue in force for two years from that date
and thereafter from year to year, provided continuance
is approved at least annually by (i) either the vote of
a majority of the Trustees of the Fund, or by the vote
of a majority of the outstanding voting securities
of each Portfolio, and (ii) the vote of a majority of
those Trustees of the Fund who are not interested
persons of the Fund, and who are not parties to this
Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of
voting on the approval.
17. TERMINATION. This Agreement shall terminate as
follows:
a. This Agreement shall terminate
automatically in the event of its assignment.
b. This Agreement shall terminate upon the
failure to approve the continuance of the Agreement
after the initial two year term as set forth in Section
16 above.
c. This Agreement shall terminate at any
time upon a vote of the majority of the Trustees who
are not interested persons of the Fund or by a vote of
the majority of the outstanding voting securities of
each Portfolio, upon not less than 60 days prior
written notice to the Distributor.
d. The Distributor may terminate this
Agreement upon not less than 60 days prior written
notice to the Fund.
Upon the termination of this Agreement, the
Fund shall pay to the Distributor such compensation
and out-of-pocket expenses as may be payable for the
period prior to the effective date of such
termination. In the event that the Fund designates
a successor to any of the Distributor's
obligations hereunder, the Distributor shall, at
the expense and direction of the Fund, transfer to
such successor all relevant books, records and
other data established or maintained by the
Distributor pursuant to the foregoing provisions.
Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17,
20, 21, 22, 23, 24, 25, 26 and 27 shall survive any
termination of this Agreement.
18. AMENDMENT. The terms of this Agreement
shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a
written instrument signed by the Distributor and the
Fund and shall not become effective unless its terms
have been approved by the majority of the Trustees of
the Fund or by a "vote of majority of the outstanding
voting securities" of each Portfolio and by a majority
of those Trustees who are not "interested persons" of
the Fund or any party to this Agreement.
19. NON-EXCLUSIVE SERVICES. The services of the
Distributor rendered to the Fund are not exclusive.
The Distributor may render such services to any other
investment company.
20. DEFINITIONS. As used in this Agreement, the
terms "vote of a majority of the outstanding voting
securities," "assignment," "interested person" and
"affiliated person" shall have the respective meanings
specified in the 1940 Act and the rules enacted
thereunder as now in effect or hereafter amended.
21. CONFIDENTIALITY. The Distributor shall
treat confidentially and as proprietary information
of the Fund all records and other information relating
to the Fund and prior, present or potential
shareholders and shall not use such records and
information for any purpose other than
performance of its responsibilities and duties
hereunder, except as may be required by
administrative or judicial tribunals or as requested by
the Fund.
22. NOTICE. Any notices and other
communications required or permitted hereunder shall
be in writing and shall be effective upon delivery by
hand or upon receipt if sent by certified or registered
mail (postage prepaid and return receipt requested)
or by a nationally recognized overnight courier
service (appropriately marked for overnight delivery)
or upon transmission if sent by telex or facsimile
(with request for immediate confirmation of receipt in
a manner customary for communications of such
respective type and with physical delivery of the
communication being made by one or the other means
specified in this Section 22 as promptly as
practicable thereafter). Notices shall be addressed
as follows:
(a) if to the Fund:
The Rockland Funds Trust
000 Xxxxx Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
(b) if to the Adviser:
Greenville Capital Management
000 Xxxxx Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
(c) if to the Distributor:
AmeriPrime Financial Securities, Inc.,
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxxxx
or to such other respective addresses as the parties
shall designate by like notice, provided that notice
of a change of address shall be effective only upon
receipt thereof.
23. SEVERABILITY. If any provision of this
Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be
administered, construed and enforced in accordance
with the laws of the State of Texas to the extent that
such laws are not preempted by the provisions of any
law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time.
25. ENTIRE AGREEMENT. This Agreement
(including the Schedules attached hereto) contains
the entire agreement and understanding of the parties
with respect to the subject matter hereof and
supersedes all prior written or oral agreements and
understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform
such further acts and execute such further
documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are
included for convenience of reference only and in no
way define or delimit any of the provisions hereof or
otherwise affect their construction. This Agreement may
be executed in three counterparts, each of which taken
together shall constitute one and the same instrument.
27. LIMITATION OF LIABILITY. The term "The
Rockland Funds Trust" means and refers to the Trustees
from time to time serving under the Trust Instrument of
the Fund dated July 31, 1996, as the same may
subsequently thereto have been, or subsequently
hereto be, amended. It is expressly agreed that
obligations of the Fund hereunder shall not be binding
upon any Trustee, shareholder, nominees, officers,
agents or employees of the Fund, personally, but bind
only the assets and property of the Fund, as
provided in the Trust Instrument. The execution and
delivery of this Agreement have been authorized by
the Trustees and signed by an authorized officer of
the Fund, acting as such, and neither such
authorization nor such execution and delivery shall be
deemed to have been made by any of them individually
or to impose any liability on any of them
personally, but shall bind only the assets and property
of the Fund as provided in the Trust Instrument. The
Trust Instrument is on file with the Secretary of the
State of Delaware.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the day and year first above
written.
THE ROCKLAND FUNDS TRUST
By: ________________________________
President & Trustee
GREENVILLE CAPITAL MANAGEMENT
By:_________________________________
AMERIPRIME FINANCIAL SECURITIES, INC.
By: _________________________________
SCHEDULE A
THE ROCKLAND FUNDS TRUST
Portfolios and Fee Schedule
Portfolios covered by Distribution Agreement:
Series Portfolio
Rockland Growth Fund Retail Class
Rockland Growth Fund Institutional Class
Fees for distribution and distribution support
services on behalf of the Portfolios:
Annual Fee $ 18,000
SCHEDULE B
ROCKLAND FUNDS TRUST
Distribution Support Services
1. Review and submit for approval all advertising and
promotional materials.
2. Maintain all books and records required by the
NASD.
3. Monitor Distribution Plan(s) and report to Board
of Trustees.
4. Prepare quarterly reports to Board of Trustees
relating to distribution activities.
5. Subject to approval of Distributor, license
personnel as registered representatives of the
Distributor.
